Adeptus Health Inc. (ADPT): James E. Flynn’s Deerfield Management Monitoring Search for New CEO

Page 5 of 9 – SEC Filing

The Reporting Persons intend to engage in further communications with members of the Board and management with respect to the foregoing and such other matters as the Reporting Persons may deem appropriate from time to time.  Such matters are likely to include plans or proposals specified in clauses (a) through (j) of Item 4 of the Form of Schedule 13D, but the Reporting Persons have made no determination to pursue, and may not pursue, any such plan or proposal.

Depending on various factors and subject to the obligations described herein, the Reporting Persons may take such actions with respect to their investments in the Company as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments related to the Company or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5.

Interests in Securities of the Issuer

(a)  Throughout this report, the percentage of outstanding Common Stock beneficially owned by the Reporting Persons has been determined based on 16,350,866 shares of Common Stock outstanding as of July 25, 2016, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.

(1)

Deerfield Management

Number of shares:  1,600,861

Percentage of shares:  9.79%

(2)

Deerfield Mgmt

Number of shares:  1,600,861

Percentage of shares:  9.79%

(3)

Deerfield Partners

Number of shares:  704,380

Percentage of shares:  4.31%

(4)

DIMF

Number of shares:  896,481

Percentage of shares:  5.48%

(5)

Flynn

Number of shares:  1,600,861

Percentage of shares:  9.79%